SPARTA,
Mich. and FENTON,
Mich., July 25, 2024 /PRNewswire/
-- ChoiceOne Financial Services, Inc. (NASDAQ: COFS)
("ChoiceOne"), the parent company of ChoiceOne Bank, and Fentura
Financial, Inc. (OTCQX: FETM) ("Fentura"), the parent company of
The State Bank, today announced the signing of a definitive merger
agreement pursuant to which ChoiceOne
and Fentura will merge in an all-stock transaction. The
agreement was unanimously approved by the boards of directors of
both companies.
Once completed, the combination will create the third largest
publicly traded bank in Michigan
with approximately $4.3 billion in
consolidated total assets and 56 offices in Western, Central and
Southeastern Michigan. The proposed transaction is expected to
close in the first quarter of 2025, subject to the
satisfaction of customary closing conditions, including
receipt of approval from Fentura and ChoiceOne shareholders and
receipt of all necessary regulatory approvals.
Under the terms of the merger agreement, each share of Fentura
common stock outstanding immediately prior to completion of the
merger will be converted into the right to receive 1.35 shares of
ChoiceOne common stock. The proposed transaction is valued at
$40.18 per share of Fentura common
stock, or approximately $180.4
million in the aggregate, based on the closing price of
ChoiceOne's common stock of $29.76 on
July 24, 2024. For additional
information about the proposed merger, please see the Investor
Presentation – Merger, filed as Exhibit 99.4 to ChoiceOne's Form
8-K filed on July 25, 2024.
Subject to NASDAQ independence standards and existing corporate
governance procedures, upon completion of the proposed transaction,
ChoiceOne intends to appoint two members of Fentura's board to join
the holding company board of ChoiceOne, which would be comprised of
15 total directors. Two additional members of Fentura's
board will also be appointed to join the board of
ChoiceOne Bank, which would be comprised of 17 total directors.
"We are thrilled to announce the
proposed combination of two
125+ year old community
banks. Fentura is a well-run institution and a
natural geographical extension for ChoiceOne. This transaction
will allow ChoiceOne to strengthen its presence in the suburbs of
Detroit while adding the markets
of Flint and Saginaw. We remain committed to our local
Michigan communities, and this
transaction will enhance that commitment," said ChoiceOne Chief
Executive Officer, Kelly Potes.
"This is an exciting time for our customers, communities,
employees and shareholders as we move into the next
phase of the combined company's growth
together," said Jack
Hendon, Chairman of ChoiceOne
Financial Services, Inc. "Both companies
are similar in their
culture, rich history, values and commitment
to serve their respective customers and communities. The proposed
combination will allow us to expand our collective expertise and
enhance our product offering to better support our customers."
"Identifying the right partner with a compatible culture was
crucial when we evaluated this proposed transaction," said
Ronald Justice, President & CEO
of Fentura. "Fentura and ChoiceOne share remarkably
similar cultures and values. Both are robust, growing
institutions deeply dedicated to customer service and community
engagement. By harnessing these strengths in our proposed
combination, along with our complementary products and prominent
market positions, we believe we will establish ourselves
as one of Michigan's premier
community banks. We believe our shareholders will benefit from
significantly greater liquidity and an indicated dividend
which will be more than three times higher than our current
dividend."
"Combining two thriving banks will enable us to provide a wider
array of services and build a deeper bench of expertise within our
communities," said Brian Petty,
Chairman of Fentura. "Our combined customer base anticipates
outstanding service across various delivery channels. With
each bank boasting more than 125 years of dedicated customer
service, we aim to establish ourselves as the leading financial
institution in our markets."
Janney Montgomery Scott LLC is serving as financial advisor and
Warner Norcross + Judd LLP is
serving as legal counsel to ChoiceOne. Hovde Group, LLC
is serving as financial advisor and Dickinson Wright PLLC is
serving as legal counsel to Fentura.
About ChoiceOne Financial Services, Inc. and ChoiceOne
Bank
ChoiceOne Financial Services, Inc. is a financial
holding company headquartered in Sparta,
Michigan, and the parent corporation of ChoiceOne Bank,
Member FDIC. ChoiceOne Bank operates 35 offices in parts of
Kent, Ottawa, Muskegon, Newaygo, Lapeer, St.
Clair, Macomb, and
Oakland counties. ChoiceOne
is an approximately $2.6
billion-asset bank holding company making it the eighth
largest bank holding company in Michigan based on asset size. ChoiceOne
Bank offers insurance and investment products through its
subsidiary, ChoiceOne Insurance Agencies, Inc. ChoiceOne Financial
Services, Inc. common stock is quoted on the Nasdaq Capital Market
under the symbol "COFS." For more information, please visit
Investor Relations at ChoiceOne's website choiceone.bank.
About Fentura
Financial, Inc. and The State Bank
Fentura
Financial, Inc. is the holding company for The State Bank. It
was formed in 1987 and is traded on the OTCQX exchange under
the symbol "FETM," and has been recognized as one of the Top 50
performing stocks on that exchange.
The State Bank is a commercial, retail and trust bank
headquartered in Fenton,
Michigan. It currently operates 20 full-service offices and
one loan production center serving Bay, Genesee,
Ingham, Livingston, Oakland, Saginaw, and Shiawassee
counties. The State Bank believes in the potential of banking
to help create better lives, better businesses, and better
communities, and works to achieve this through its full array
of consumer, mortgage, SBA, commercial and wealth management
banking and advisory services, together with philanthropic and
volunteer support to organizations and groups within the
communities it serves. More information can be found at
www.thestatebank.com or www.fentura.com.
Forward-Looking Statement
This presentation contains forward-looking statements
within the meaning of the federal securities laws
relating to the proposed merger of Fentura
Financial Corporation ("Fentura") and
ChoiceOne Financial Corporation ("ChoiceOne") and integration
of Fentura with ChoiceOne, the combination of their businesses and
projected or pro forma financial information and metrics, and the
registered follow-on offering of common stock by ChoiceOne. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including all
statements regarding the intent, belief or current expectations of
ChoiceOne and Fentura and members of their respective directors and
senior management teams. Investors and security holders are
cautioned that such statements are predictions, are not guarantees
of future performance and actual events or results may differ
materially. Completion of the proposed merger, expected financial
results or other plans are subject to a number of risks and
uncertainties.
Additional risks and uncertainties may include, but are not limited to, the risk that expected
cost savings, revenue synergies and other financial benefits
from the proposed merger may not be realized or take longer
than expected to realize, the failure to obtain required regulatory
or shareholder approvals, the failure of the closing conditions in
the merger agreement to be satisfied or any unexpected delay in
closing the proposed transaction.
For further information regarding additional factors that could
cause results to differ materially from those contained in the
forward-looking statements, see "Risk Factors" and the
forward-looking statement disclosure contained in the Annual Report
on Form 10-K for the most recently ended fiscal year of ChoiceOne,
as well as the proxy statement/prospectus described below, and
other documents subsequently filed by ChoiceOne with the Securities
and Exchange Commission. Forward-looking statements are based on
information currently available to ChoiceOne and Fentura, and the
parties assume no obligation and disclaim any intent to update any
such forward-looking statements.
Important Information for Investors and Security Holders
This communication is being made in respect of the proposed
merger transaction involving ChoiceOne and Fentura. This
material is not a solicitation of any vote or approval of the
ChoiceOne or Fentura shareholders and is not a substitute for the
proxy statement/prospectus or any other documents that ChoiceOne
and Fentura may send to their respective shareholders in connection
with the proposed transaction. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities. The proposed merger transaction will be submitted
to the shareholders of ChoiceOne and Fentura for their
consideration. In connection therewith, ChoiceOne intends to
file relevant materials with the Securities and Exchange Commission
(the "SEC"), including a Registration Statement on Form S-4, which
will include the proxy statement of ChoiceOne and Fentura that also
will constitute a prospectus of ChoiceOne (the "proxy
statement/prospectus"), as well as other relevant documents
concerning the proposed transaction. However, such materials
are not currently available. The proxy statement/prospectus will be
mailed to the shareholders of ChoiceOne and Fentura when
available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH
THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMAENTS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CHOICEONE, FENTURA, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Shareholders are also urged to
carefully review and consider ChoiceOne's public filings with
the SEC, including, but not limited to, its proxy statements, its
Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q and
its Current Reports on Form 8-K. Investors and security holders may
obtain free copies of the proxy statement/prospectus, any
amendments or supplements thereto and other documents containing
important information about ChoiceOne or Fentura and/or the
proposed transaction, once such documents are filed with the SEC,
at the SEC's website at www.sec.gov. In addition, copies of
the documents filed with the SEC by ChoiceOne, including the proxy
statement/prospectus and the SEC filings that will be incorporated
by reference in the proxy statement/prospectus, will be available
free of charge on the ChoiceOne's website at choiceone.bank
under the heading "Investor Relations" or by contacting
Adom Greenland, Chief Financial
Officer at (616) 887-7366.
Participants in the Solicitation
ChoiceOne, Fentura and certain of their respective directors,
executive officers and other members of management and employees
may, under the SEC's rules, be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive
officers of ChoiceOne is set forth in its proxy statement for its
2024 annual meeting of shareholders, which was filed with the SEC
on April 11, 2024, its annual report
on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC
on March 13, 2024, and in other
documents filed with the SEC, each of which can be obtained free of
charge from the sources indicated above. Additional
information regarding the participants in the proxy solicitation,
including a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available. Free copies of these
documents may be obtained as described in the preceding
paragraph.
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SOURCE ChoiceOne Financial Services, Inc.